SecProbe.io

October 11, 2019
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA
Re:Jaguar Health, Inc.
Registration Statement on Form S-1
Filed September 27, 2019
File No. 333-233989
Dear Ms. Conte:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed September 27, 2019
Exhibits
1.We note that Article XIII of your Amended and Restated Certificate of Incorporation and
Section 7.13 of your Amended and Restated Bylaws identify the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether these provisions apply to actions arising under the
Securities Act or Exchange Act.  In this regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If these provisions apply to Securities Act claims, please also
revise your prospectus to state that there is uncertainty as to whether a court would

 FirstName LastNameLisa A. Conte
 Comapany NameJaguar Health, Inc.
 October 11, 2019 Page 2
 FirstName LastName
Lisa A. Conte
Jaguar Health, Inc.
October 11, 2019
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enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  If these provisions do not apply
to actions arising under the Securities Act or Exchange Act, please tell us how you will
inform investors in future filings that these provisions do not apply to any actions arising
under the Securities Act or Exchange Act.  Please also describe the savings clause and
subject matter jurisdiction carve out referenced in your Amended and Restated Bylaws.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Lee, Esq.